Government Subcontract Rider
FARS/DFARS FLOW DOWN CLAUSES
I. Incorporation of FAR and DFARS Clauses:
When the Products or services furnished under this Order are furnished in connection with a U.S. Government prime contract or subcontract, the following Federal Acquisition Regulation (FAR) and Department of Defense FAR Supplement (DFARS) clauses identified below shall also apply to this Order, as required by terms of the prime contract or by operation of law or regulation. Said FAR and DFARS clauses are incorporated into this Order by reference, with the same force and effect as if they were given in full text. The effective version of each FAR or DFARS clause shall be the same version as appears in Purchaser’s prime contract, or higher-tier subcontract under which this Order is issued. In the event there is no such equivalent clause in Purchaser’s prime contract or higher-tier subcontract, the date shall be the regulatory date in effect as of the date of this Order.
The applicability and interpretation of each clause are subject to any specific parenthetical statement following its title. In the event of a conflict between these FAR or DFARS provisions and the terms of the main body of this Order, the terms in the main body of this Order shall control. The Contracts Disputes Act shall have no application to this Order. Any reference to a “Disputes” clause shall mean the “Disputes” clause of this Order.
Seller agrees to negotiate in good faith with Purchaser to amend and incorporate into this Order any additional clauses as TEC may deem necessary in order to comply with the clauses of its prime contract or higher tier subcontract. If any such amendment causes an increase or decrease in the cost of, or the time required for, performance of any part of this Order, an equitable adjustment shall be made by Purchaser pursuant to the “Changes” clause of this Order.
II. Interpretation Notes:
In all FAR and DFARS clauses listed below, the terms “Government”, “Contractor”, and “Contracting Officer” shall be revised to suitably identify Purchaser and Seller and affect the proper intent of the clause, except where further clarified or modified in the parenthetical that follows each clause. Notwithstanding the foregoing, nothing herein shall be construed to mean that Purchaser may modify or limit any rights the United States Government may have as set forth in the FAR and DFARS clauses below. Nor shall anything herein be construed to provide Seller with rights that only the United States Government has the authority to grant or perform, such as in FAR 52.227-1 and FAR 52.227-2. All Seller contact with the prime contract or any higher-tier subcontractor relating to this Order shall be through or coordinated with Purchaser.
III. FAR And DFARS Clauses:
A. Clauses Applicable to All Purchase Orders:
| Clause | Description | Notes |
|---|---|---|
| FAR 52.204-9 | Personal Identity Verification of Contractor Personnel | |
| FAR 52.211-5 | Material Requirements | |
| FAR 52.211-15 | Defense Priority and Allocation Requirements | |
| FAR 52.215-20 | Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data | |
| FAR 52.215-21 | Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data-Modification | |
| FAR 52.222-1 | Notice to Government of Labor Dispute | |
| FAR 52.222-41 | Service Contract Act of 1965 | |
| FAR 52.222-50 & Alt 1 | Combating Trafficking in Persons and Alternate 1 | |
| FAR 52.223-3 | Hazardous Material Identification and Material Safety Data | |
| FAR 52.223-5 | Pollution Prevention and Right-to-Know Information | |
| FAR 52.223-7 | Notice of Radioactive Materials | |
| FAR 52.223-11 | Ozone-Depleting Substances | |
| FAR 52.223-18 | Contractor Policy to Ban Text Messaging While Driving | |
| FAR 52.224-2 | Privacy Act | |
| FAR 52.225-1 | Buy American Act-Supplies | |
| FAR 52.225-8 | Duty-Free Entry | |
| FAR 52.225-13 | Restrictions on Certain Foreign Purchases | |
| FAR 52.227-9 | Refund of Royalties | |
| FAR 52.227-10 | Filing of Patent Applications-Classified Subject Matter | |
| FAR 52.227-11 | Patent Rights-Ownership by the Contractor | |
| FAR 52.227-14 | Rights in Data- General | |
| FAR 52.227-19 | Commercial Computer Software License | |
| FAR 52.234-1 | Industrial Resources Develop Under Defense Production Act Title III | |
| FAR 52.243-1 | Changes-Fixed Price | |
| FAR 52.243-6 | Change Order Accounting | |
| FAR 52.244-6 | Subcontracts for Commercial Items | |
| FAR 52.245-1 & Alt 1 | Government Property Includes Alt 1 when applicable. | |
| FAR 52.245-9 | Use and Charges | |
| FAR 52.246-15 | Responsibility for Supplies | |
| FAR 52.247-63 | Preference for U.S.-Flag Air Carriers | |
| FAR 52.247-64 | Preference for Privately Owned U.S.-Flag Commercial Vessels | |
| DFARS 252.204-7000 | Disclosure of Information | |
| DFARS 252.204-7008 | Export-Controlled Items | |
| DFARS 252.204-7012 | Safeguarding Covered Defense Information and Cyber Incident Reporting | |
| DFARS 252.211-7003 | Item Identification and Valuation | |
| DFARS 252.211-7007 | Item Unique Identification of Government Property | |
| DFARS 252.222-7000 | Restrictions of Employment of Personnel | |
| DFARS 252.223-7001 | Hazard Warning Labels | |
| DFARS 252.223-7002 | Safety Precautions for Ammunition and Explosives | |
| DFARS 252-223-7003 | Change in Place of Performance- Ammunition and Explosives | |
| DFARS 252.223-7006 | Prohibition on Storage and Disposal of Toxic and Hazardous Materials | |
| DFARS 252.223-7007 | Safeguarding Sensitive Conventional Arms, Ammunition and Explosives | |
| DFARS 252.225-7001 | Buy American Act and Balance of Payments Program | |
| DFARS 252.225-7002 | Qualifying Country Sources as Subcontractors | |
| DFARS 252.225-7007 | Prohibition on Acquisition of United States Munitions List Items from Communist Chinese Military Companies | |
| DFARS 252.225-7013 | Duty-Free Entry | |
| DFARS 252.225-7014 | Preference for Domestic Specialty Metals and Alternate 1 | Applicable to subcontracts in support of prime contracts issued prior to July 2009. |
| DFARS 252.225-7016 | Restriction on Acquisition of Ball and Roller Bearings | |
| DFARS 252.225-7019 | Restriction on Acquisition of Foreign Anchor and Mooring chain | |
| DFARS 252.225-7025 | Restriction on the Acquisition of Forgings | |
| DFARS 252.225-7027 | Restriction on Contingent Fees for Foreign Military Sales | |
| DFARS 252.225-7028 | Exclusionary Policies and Practices of Foreign Governments | |
| DFARS 252.225-7030 | Restriction on Acquisition of Carbon, Alloy, and Armor Steel Plate | |
| DFARS 252.225-7031 | Secondary Arab Boycott of Israel | |
| DFARS 252.225-7038 | Restriction on Acquisition of Air Circuit Breakers | |
| DFARS 252.227-7013 | Rights in Technical Data-Noncommercial Items | |
| DFARS 252.227-7014 | Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation | |
| DFARS 252.227-7015 | Technical Data-Commercial Items | |
| DFARS 252.227-7016 | Rights in Bid or Proposal Information | |
| DFARS 252.227-7017 | Identification and Assertion of Use, Release, or Disclosure Restrictions | |
| DFARS 252.227-7019 | Validation of Asserted Restrictions-Computer Software | |
| DFARS 252.227-7025 | Limitation on the Use or Disclosure of Government Furnished Information Marked with Restrictive Legends | |
| DFARS 252.227-7026 | Deferred Delivery of Technical Data or Computer Software | |
| DFARS 252.227-7027 | Deferred Ordering of Technical Data or Computer Software | |
| DFARS 252.227-7028 | Technical Data or Computer Software Previously Delivered to the Government | |
| DFARS 252.227-7030 | Technical Data-Withholding of Payment | |
| DFARS 252.227-7037 | Validation of Restrictive Markings on Technical Data | |
| DFARS 252.227-7038 | Patent Rights- Ownership by the Contractor (Large Business) | |
| DFARS 252.227-7039 | Patents-Reporting of Subject Inventions | |
| DFARS 252.228-7001 | Ground and Flight Risk | |
| DFARS 252.228-7005 | Accident Reporting and Investigation Involving Aircraft, Missiles, and Space Launch Vehicles | |
| DFARS 252.235-7003 | Frequency Authorization | |
| DFARS 252.239-7016 | Telecommunications Security, Equipment, Devices, Techniques, and Services | |
| DFARS 252.244-7000 | Subcontracts for Commercial Items and Commercial Components | |
| DFARS 252.246-7001 | Warranty of Data | |
| DFARS 252.247-7023 | Transportation of Supplies by Sea |
B. Additional Clauses Applicable to All Purchase Orders over $10,000:
| Clause | Description | Notes |
|---|---|---|
| FAR 52.222-21 | Prohibition of Segregated Facilities | |
| FAR 52.222-22 | Previous Contracts and Compliance Reports | |
| FAR 52.222-25 | Affirmative Action Compliance | |
| FAR 52.222-26 | Equal Opportunity | |
| FAR 52.222-40 | Notification of Employee Rights Under the National Labor Relations Action Applies to subcontracts exceeding $10,000. | |
| FAR 52.228-3 | Workers’ Compensation Insurance (Defense Base Act) | |
| FAR 52.228-4 | Workers’ Compensation and War Hazard Insurance Overseas | |
| 29 CFR Part 471, Appendix A to Supbpart A | Notification of Employee Rights Under Federal Labor Laws (The employee notice clause specified in 29 CFR Part 471, Appendix A to Subpart A. | Applies to prime contracts and subcontracts resulting from solicitations issued after June 20, 2010. |
C. Additional Clauses Applicable to All Purchase Orders over $15,000:
| Clause | Description | Notes |
|---|---|---|
| FAR 52.204-10 | Reporting Executive Compensation and First-Tier Subcontract Awards | Applicable to subcontracts exceeding $25,000. |
| FAR 52.209-6 | Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment | Applies to subcontracts exceeding $30,000. |
| FAR 52.222-20 | Walsh-Healy Public Contracts Act | |
| FAR 52.222-36 | Affirmative Action for Workers with Disabilities |
D. Additional Clauses Applicable to All Purchase Orders over $100,000:
| Clause | Description | Notes |
|---|---|---|
| FAR 52.222-35 | Equal Opportunity for Veterans | |
| FAR 52.222-37 | Employment Reports on Veterans |
E. Additional Clauses for Purchase Orders over $150,000:
| Clause | Description | Notes |
|---|---|---|
| FAR 52.202.1 | Definitions | |
| FAR 52.203-2 | Certificate of Independent Price Determination | |
| FAR 52.203-3 | Gratuities | |
| FAR 52.203-5 | Covenant Against Contingent Fees | |
| FAR 52.203-6 | Restrictions on Subcontractor Sales to the Government | |
| FAR 52.203-7 | Anti-Kickback Procedures | Remove paragraph (c)(1). |
| FAR 52.203-12 | Limitation on Payments to Influence Certain Federal Transaction | |
| FAR 52.203-8 | Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity | |
| FAR 52.203-10 | Price or Fee Adjustment for Illegal or Improper Activity | |
| FAR 52.203-11 | Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions | |
| FAR 52.209-5 | Certification Regarding Responsibility Matters | |
| FAR 52.215-2 | Audit and Records Negotiation | |
| FAR 52.215-14 | Integrity of Unit Prices | Remove paragraph (b) |
| FAR 52.219-8 | Utilization of Small Business Concerns | |
| FAR 52.222-4 | Contract Work Hours and Safety Standards Act-Overtime Compensation | |
| FAR 52.222-54 | Employment Eligibility Verification | |
| FAR 52.227-1 | Authorization and Consent and Alternative 1 | Applicable only if included in prime contract. |
| FAR 52.227-2 | Notice and Assistance Regarding Patent and Copyright Infringement | |
| FAR 52.228-5 | Insurance-Work on a Government Installation | |
| FAR 52.242-13 | Bankruptcy | |
| FAR 52.244-5 | Competition in Subcontracting | |
| FAR 52.246-2 | Inspection of Supplies-Fixed Price | |
| FAR 52.248-1 | Value Engineering | |
| FAR 52.249-2 | Termination for Convenience of the Government (Fixed-Price). | In paragraph (d), revise “45 days” to state “60 days”. In paragraph (e), revise “1 year” to state “90 days”. In paragraph (l), revise “90 days” to state “60 days”. |
| FAR 52.249-8 | Default (Fixed-Price Supply and Service) | |
| DFARS 252.203-7001 | Prohibition of Persons Convicted of Fraud or Other Defense Contract Related Felonies | |
| DFARS 252.209-7004 | Subcontracting with Firms That Are Owned or Controlled by the Government of a Terrorist Country | |
| DFARS 252.225-7008 | Restriction on Acquisition of Specialty Metals | |
| DFARS 252.225-7009 | Restriction on Acquisition of Certain Articles Containing Specialty Metals | |
| DFARS 252.225-7012 | Preference for Certain Domestic Commodities | |
| DFARS 252.225-7015 | Restriction on Acquisition of Hand or Measuring Tools | |
| DFARS 252.247-7024 | Notification of Transportation of Supplies by Sea | |
| DFARS 252.249-7002 | Notification of Anticipated Contract Terminations or Reductions | Remove paragraph (d)(1). |
| DFARS 252.226-7001 | Utilization of Indian Organizations, India-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns | Applicable to Purchase Orders over $500,000. |
F. Additional Clauses Applicable to All Purchase Orders over $500,000:
| Clause | Description | Notes |
|---|---|---|
| FAR 52.209-7 | Information Regarding Responsibility Matters | |
| FAR 52.209-9 | Updates of Publicly Available Information Regarding Responsibility Matters |
G. Additional Clauses for Purchase Orders Over $650,000:
| Clause | Description | Notes |
|---|---|---|
| FAR 52.219-9 | Small Business Subcontracting Plan | |
| FAR 52.219-16 | Liquidated Damages-Subcontracting Plan | |
| DFARS 252.219-7003 | Small Business Subcontracting Plan (DoD Contracts) | |
| DFARS 252.225-7006 | Quarterly Reporting of Actual Contract Performance Outside of the United States |
H. Additional Clauses Applicable to Purchase Orders Over $700,000:
| Clause | Description | Notes |
|---|---|---|
| FAR 52.215-10 | Price Reduction for Defective Cost or Pricing Data | |
| FAR 52.215-11 | Price Reduction for Defective Cost or Pricing Data- Modifications | |
| FAR 52.215-12 | Subcontractor Cost or Pricing Data | |
| FAR 52.215-13 | Subcontractor Cost or Pricing Data Modifications | |
| FAR 52.215-15 | Pension Adjustments and Asset Reversions | |
| FAR 52.215-18 | Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions | |
| FAR 52.215-19 | Notification of Ownership Changes | |
| FAR 52.215-23 | Limitation on Pass-Through Charges | |
| FAR 52.230-2 | Cost Accounting Standards | |
| FAR 52.230-3 | Disclosure and Consistency of Cost Accounting Practices | |
| FAR 52.230-6 | Administration of Cost Accounting Standards | |
| DFARS 252.215-7003 | Excessive Pass-Through Charges-Identification of Subcontract Effort | Remove paragraph (c)(1) |
| DFARS 252.215-7004 | Excessive Pass-Through Charges | |
| DFARS 252.231-7000 | Supplemental Cost Principles | |
| DFARS 252.243-7001 | Pricing of Contract Modifications |
I. Additional Clauses Applicable to Purchase Orders Over $1,000,000:
| Clause | Description | Notes |
|---|---|---|
| DFARS 252.211-7000 | Acquisition Streamlining | |
| DFARS 252.225-7033 | Waiver of United Kingdom Levies | |
| DFARS 252.222-7006 | Restricting the Use of Mandatory Arbitration Agreements. | Applicable to Purchase Orders issued under prime contracts awarded after June 17, 2010, except for acquisition of commercial items or COTS items. |
J. Additional Clauses Applicable to Purchase Order Over $5,000,000:
| Clause | Description | Notes |
|---|---|---|
| FAR 52.203-13 | Contractor Code of Business Ethics and Conduct Applicable if the period of performance is more than 120 days. | |
| FAR 52.203-14 | Display of Hotline Poster(s) |